Terms of Use
These Terms govern the use of VirtualGarage for professional or business purposes. By accepting them on behalf of the Customer, you confirm your authority to enter into the agreement on its behalf.
VirtualGarage (the “Service”) is a cloud service for managing business operations, provided by TopSoft OÜ.
Customer means a natural or legal person using VirtualGarage in the course of their professional or business activities. User means a natural or legal person authorised by the Customer to use VirtualGarage within its account. Legal persons act through their authorised representatives.
1. Provider and contract documents
The Service is provided by TopSoft OÜ, registry code 12252115, Tallinn, Estonia (“TopSoft OÜ”, “we”). Its current registered address and contact details are published in the Privacy Policy. Enquiries can be submitted through the support page.
A change to TopSoft OÜ’s registered address or contact details, where the legal entity and registry code remain unchanged, is an update of particulars and does not require renewed acceptance of these Terms. Updated particulars are published in the Privacy Policy.
In these Terms, “you” means the Customer. These Terms, the selected plan or order, the payment terms determined under Section 4, and the Data Processing Agreement (DPA) form the service agreement. An individually signed agreement prevails over these Terms to the extent of any conflict.
2. Account and authority
The person completing setup confirms that the registration details are accurate and that they are authorised to act for the Customer. The Customer is responsible for its users, access permissions, safeguarding credentials and actions performed through its accounts. Suspected unauthorised access must be reported without undue delay.
3. Trial and subscription
The Customer may be offered a free trial. Its duration is stated when access is granted. Trial access does not automatically become a paid subscription. A change in trial duration for new Customers does not shorten an existing trial. Trial features and limits may differ from paid plans. Trial account data constitutes actual Customer Data and is protected by the DPA.
To start a paid subscription, the Customer selects a plan and receives an invoice. The paid subscription is activated upon receipt of payment. Selecting a plan or issuing an invoice alone does not activate it. Plans, included resources and additional options are set out on the pricing page or in the order.
4. Payments, invoices and taxes
Charges depend on the selected plan and additional resources. Plan prices, included limits and prices for additional employees, incoming email accounts and other paid options are published in the VirtualGarage pricing section and displayed in the application before the relevant activation or change is confirmed. The prices and terms shown in the application upon confirmation apply to the Customer; separately agreed written terms take precedence. A change in published prices alone does not change the agreed terms of an existing subscription: subsequent changes follow the notification procedure in this section. Unless expressly stated otherwise, prices exclude VAT. Invoices are sent electronically and payable by the stated due date. Bank and similar charges are borne by the Customer.
For an overdue undisputed amount, TopSoft OÜ may charge statutory or agreed interest and, following reasonable notice, restrict paid features or access. Restrictions do not remove payment obligations. Fees for a billing period that has started are non-refundable except as required by law or agreed in writing.
Unless otherwise agreed in the order, the subscription has a monthly billing period and renews monthly until cancelled. Following initial activation, invoices for subsequent periods are issued under the continuing subscription; non-payment does not replace notice of cancellation.
Charges depend on the selected plans, number of locations and additional resources enabled. Included employees and incoming email accounts are added together across the account’s locations. Employees and incoming email accounts exceeding the included quantities are charged separately at the prices shown when the additional resources are confirmed. Invoices reflect applicable prices, enabled plans and resources, the billing period and applicable prorating.
An upgrade to an active paid subscription takes effect immediately upon confirmation, with an invoice for the difference for the remainder of the billing period. Downgrades take effect in the next billing month. These rules do not change the requirement for payment before initial activation.
Where the feature is available, the Customer may enable automatic subscription payments through a payment provider. By doing so, the Customer separately authorises recurring charges to the chosen payment method and immediate additional charges following a confirmed upgrade or activation of additional paid resources, where the displayed terms provide for such charges. The authorisation and its terms are recorded separately from acceptance of these Terms. Before automatic payments are enabled, the frequency and timing of charges, the method of calculating amounts, possible retries after failure and how to disable automatic payments are displayed. Before confirming a plan or resource change, the Customer is shown the additional amount and when it will be charged. Amounts are determined by applicable prices, the current plan, additional resources and taxes.
If an automatic payment fails, the unpaid amount remains on an invoice with a due date. TopSoft OÜ notifies the Customer through the application or by email and may retry within the scope of the authorisation. The Customer may use another available payment method; retries stop once payment is confirmed or automatic payments are disabled. A failed attempt does not cancel the subscription. Access restrictions for overdue payments require notice under this section.
The Customer may disable automatic payments using the available application function. Disabling charges does not itself cancel the subscription or remove the obligation to pay issued invoices by another available method. Subscription cancellation is governed by Section 11. TopSoft OÜ does not store full card details where they are transmitted directly to the payment provider.
TopSoft OÜ gives at least 30 days’ notice of price changes. New prices apply from the billing period starting after that notice period expires. The Customer may cancel before the new prices apply. Changes to mandatory taxes apply as required by law.
5. Right to use the Service
For the contract term, TopSoft OÜ grants a limited, non-exclusive, non-transferable right to use the Service for the Customer’s internal business operations. Reselling access, circumventing limits or protection, introducing malicious code, conducting unauthorised security tests, copying substantial parts of the Service or using it unlawfully is prohibited.
The Customer may use the Service’s public pages and, where available, embed VirtualGarage forms and widgets on its websites to interact with persons seeking services. This is permitted use of the Service. The Customer is responsible for its website content, lawful data collection and availability of its privacy policy; it must not hide notices and document links provided in forms or widgets.
6. Customer Data
Data may be entered by the Customer or its Users or received from persons seeking the Customer’s services through VirtualGarage public pages, forms and widgets, including those embedded on the Customer’s websites. Data may be received through price requests, responses to quotations, orders created from quotations or online bookings. These actions do not require registration or access to a VirtualGarage account.
Data, files and other content entered into or received through the Service by the Customer or its Users, including through public pages, forms and embedded widgets, are “Customer Data”. Use of the Service does not transfer rights in this content to TopSoft OÜ; rights of the Customer and other right holders are retained. The Customer determines the purposes of processing personal data within Customer Data and is responsible for its lawfulness, accuracy, informing individuals and granting User permissions. TopSoft OÜ processes such personal data on the Customer’s behalf to provide, protect and support the Service under the DPA.
The Service is not intended for special categories of personal data unless TopSoft OÜ expressly agrees otherwise. The Customer should not enter unnecessary sensitive information.
7. Operation, maintenance and support
TopSoft OÜ takes reasonable professional measures to maintain availability and security. Temporary interruptions may result from maintenance, security measures, telecommunications failures, force majeure or supplier failures. Planned work expected to have a material impact is notified where reasonably practicable.
No specific SLA or uninterrupted operation is guaranteed unless separately agreed in writing.
8. Messages and third-party services
The Service may send operational emails and SMS on the Customer’s instructions. Delivery depends on external email, SMS and telecommunications providers and is not guaranteed. The Customer is responsible for the legal basis and content of its messages.
Where available, the Customer may connect third-party accounting and other systems to transfer purchase and sales invoices, payment information, counterparty details and related data. Available integrations, data transferred and terms of use are displayed upon activation. Data exchange follows the Customer’s instructions and settings. The Customer separately confirms each integration; renewed acceptance of these Terms is not required where the integration operates within the rules described here.
The Customer is responsible for selecting integrations, accounting settings, lawful transfers and checking exchange results. Integrations may be subject to their providers’ terms and depend on third-party availability. TopSoft OÜ is not responsible for services outside its reasonable control but retains its statutory and DPA responsibility for engaged processors.
9. Confidentiality and security
Each party protects the other’s non-public business information and uses it only to perform the agreement. TopSoft OÜ implements the DPA measures. The Customer must configure roles and permissions appropriately and protect devices and networks.
10. Intellectual property
The Service, software, documentation, branding and associated rights belong to TopSoft OÜ and its licensors. Ownership is not transferred to the Customer. Feedback may be used to improve the Service without disclosing the Customer’s confidential information.
11. Suspension, termination and data portability
The Customer may cancel renewal through the available account function or support before the next billing period starts. Unless otherwise agreed in the order, cancellation takes effect at the end of the current billing period; the termination date is communicated to the Customer. If a new period has already started, the fees accrued for it remain payable regardless of when payment is actually made. Non-payment is not cancellation. These rules do not restrict mandatory rights to early termination or the specific switching rules below.
A material breach not remedied within a reasonable time after notice entitles the other party to terminate. TopSoft OÜ may immediately suspend access to prevent harm, respond to an incident, comply with law or stop clearly unlawful use.
The Customer may use available export functions or ask support to prepare an export. After termination, at the Customer’s choice, data is returned and remaining copies deleted, or deleted without return. Active-system deletion takes place within 90 days of termination, taking account of the switching retrieval period and any separately agreed written extension under the DPA. The Customer is responsible for obtaining necessary copies and retaining its accounting records; long-term accounting archiving after termination is not separately provided.
After deletion from active systems, residual data may remain in shared backups of several Customers until scheduled rotation, normally for no more than 30 days and, where technically justified, no more than 60 days from active-system deletion. Access is restricted to authorised persons; the data is not used for ordinary operation or other purposes except necessary recovery. Upon restoration, previously deleted data is deleted again before ordinary processing resumes. Shorter mandatory legal deletion periods prevail.
11.1. Data export and switching
For a full export, the Customer’s authorised representative contacts support with the account, desired date and purpose of transfer. Preparation may require technical work. The export is limited to that Customer’s data: company, locations, users and employees; customers and counterparties; vehicles and equipment; quotations, orders and bookings; goods, stock and suppliers; invoices, payments and accruals; messages, attachments and files; user settings, record relationships and usage metadata relating to the Customer. The actual scope depends on the features used. Structured data is provided in a machine-readable format, such as CSV or JSON, with relationship descriptions; files are provided in their existing formats. The specific scope, formats and known limitations are communicated when arranging the export. Other customers’ data, source code and TopSoft OÜ’s internal security mechanisms are excluded; exclusions must not obstruct lawful portability of Customer Data.
Where Chapter VI of Regulation (EU) 2023/2854 (Data Act) applies, the Customer may choose another provider, transfer to its own infrastructure or deletion. The switching notice period is no more than 30 calendar days, followed by a transition period of no more than 30 calendar days. TopSoft OÜ provides reasonable assistance, maintains contractual functions and security and discloses known continuity risks. If completion is technically infeasible within that period, reasons and an alternative period of no more than seven months are provided within 14 working days of the request. The Customer may extend the transition period once. Following successful switching, the agreement terminates with notification to the Customer; if deletion is chosen, it terminates at the end of the notice period. At least 30 calendar days for retrieval follow the transition period, after which full erasure is ensured as required by law or on a separately agreed later date. These specific rules prevail over general termination and deletion periods.
Before 12 January 2027, separate switching charges are permitted only up to directly related costs and where applicable terms were disclosed before contracting; without such disclosure no separate charge applies. From 12 January 2027, no charge is made for switching itself. Ordinary Service fees are accounted for separately; mandatory termination and settlement rules remain applicable.
12. Warranties and liability
The Service is provided with reasonable professional care. To the fullest extent permitted by law, TopSoft OÜ is not liable for indirect loss, lost profit or opportunities, or harm resulting from Customer instructions, unlawful Customer Data, systems under the Customer’s control or circumstances beyond reasonable control.
TopSoft OÜ’s aggregate liability to the Customer for all Service-related claims, including DPA claims, is limited to the amount paid or payable by the Customer for the Service during the 12 months immediately preceding the event giving rise to the claim. Where a claim relates to several events, the period preceding the first event applies. This is a combined limit for all Customer claims, not a separate limit per claim or document. To the extent permitted by law, it also applies to contractual claims relating to confidentiality and personal data protection.
These limitations and exclusions do not apply to intentional breaches, gross negligence or liability that cannot lawfully be limited. They do not limit data subjects’ rights, supervisory authorities’ powers or mandatory GDPR liability.
13. Changes
TopSoft OÜ may update these Terms due to changes in law, security requirements, operation or Service features. Material changes are notified through the application or by email at least 30 calendar days before taking effect. The notice describes the changes, the new version and its effective date. Changes materially adverse to the Customer apply no earlier than the next renewal after the notice period; the Customer may cancel renewal before they apply. Price changes are governed by Section 4 and subprocessor changes by the DPA.
If law or urgent security remediation prevents that notice period, changes are limited to what is necessary and notice with an explanation is given without undue delay. Publishing a new version does not itself constitute consent to any new obligations. Where separate consent is required, it is obtained from the Customer’s authorised representative before the change applies. Automatic payments and integrations within accepted rules are confirmed separately and do not themselves require renewed acceptance of the entire agreement.
14. Governing law and disputes
Estonian law applies. The parties first seek resolution through good-faith negotiations. Unresolved disputes are heard by Harju County Court unless mandatory law requires otherwise.
15. Electronic acceptance
Ticking the checkbox and completing setup constitutes the Customer’s electronic acceptance. TopSoft OÜ retains evidence: document version and hash, acceptance date and time, and details of the Customer and representative accepting the documents. In case of discrepancies between translations, the language version of the relevant document accepted by the Customer prevails in its relationship with TopSoft OÜ unless otherwise separately agreed in writing. Changing the interface language does not itself change the accepted document’s language.